DATC Bylaws
ARTICLE # 1 – ORGANIZATION SECTION 1 – The organization shall be known as Duncannon Appalachian Trail Community Advisory Committee (DATC Advisory Committee). # These By-Laws constitute the code of rules adopted by the DATC Advisory Committee for the regulation and management of its affairs. # The organization shall have an office at 4 Second St., Duncannon, PA, 17020 and at such other places as shall be designated by the directors from time to time by resolution. # The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. # Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. # The organization is organized exclusively for charitable, outdoor recreation and education purposes. # The organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. # The organization shall not participate in any political campaign in any manner. The organization shall not attempt to influence legislation. # The organization is organized exclusively for charitable, scientific, outdoor recreation and education purposes. # The Organization may request, receive, hold and use contributions, gifts or grants made available for such purposes that further the purpose of the organization by federal, state or local governments or any private corporation, association, foundation, organization or person. SECTION 2 – Purpose of the Organization # To act as a catalyst for enhancing economic development, engaging citizens as trail visitors and stewards, aiding local municipalities and regional areas with conservation planning and helping local community members see the trail as a resource. # To bring the historical, cultural and environmental richness of the AT and surrounding areas to the lives and livelihood of the residents of the area. # Specific purposes shall be determined at an annual meeting designated to develop a strategic plan. SECTION 3 – Membership # There are no requirements for membership. Any parties interested in advancing our goals and/or participating in planning for events is welcome. SECTION 4 – Meetings # An annual meeting of the organization shall be held for the transaction of such business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board. # Monthly meetings of the organization shall be held for discussion of the on-going activities of the organization. The Board of Directors may decide to eliminate a monthly meeting as it sees fit but never two months in a row # Special meetings of the Board of Directors may be called by either the President or a number constituting a quorum of the Board of Directors. Notice of special meetings shall be emailed to Directors not less than 2 days before the meeting. # Notice of meetings shall be sent to Directors and master contact list by email one week prior to meeting. Notice shall include date, place, time, and agenda. # Quorum of Directors – Two (2) Officers and four (4) Board Members-at-Large are required in attendance at a Board meeting for a quorum. The Board members present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Board members results in representation of less than a quorum. # Should action be required when it is not possible to assemble the Board in a properly called meeting, oral approval of the proposed action by the Board majority may be obtained in a poll authorized by the President or majority of the Board. Any action so taken shall be recorded in the minutes of the next properly called meeting. ARTICLE # 2 – GOVERNMENT SECTION 1 – Board of Directors shall consist of 4 Officers and 5 Members-at-Large. The Board of Directors is that group of persons vested with control and management of the business and affairs of the organization. Officers shall be elected at the annual meeting for a two-year term by a 51% majority of general members present. Other Directors shall be elected at the annual meeting for a one-year term by a 51% majority of general members present. # Officers ## Officers shall consist of President, Vice-President, Recording Secretary, and Treasurer. ## The principal officer is the President. ## These officers shall be elected at the annual meeting from nominations from the floor, provided the nominees agree to serve. ## Each officer shall serve a 2 year term or until a successor has been elected. ## Vote shall be taken from the membership present. # Members-at-Large shall consist of ## one (1) representative from Susquenita Schools TTEC Program; ## one (1) representative as assigned by the Appalachian Trail Conservancy to serve as advisor; ## one (1) representative from the Duncannon Borough Council Recreation Board; ## and two (2) other members from the general membership. ## The first three Member-at-Large positions are assigned. The two Member-at-Large positions from the general membership shall be elected annually. # The President shall have the power to appoint initial Directors. After adoption of these by-laws, a full Board of Directors shall be elected. # In the event an office becomes vacant for any reason the President may appoint a replacement for that position to finish the term or until such time as an election can take place. SECTION 2 – Duties of Officers # The President '''shall be the Chief Executive Officer of the Board of Directors and will supervise and control the affairs of the organization. Duties of the President shall include: to preside at all Meetings; to exercise and interpret the by-laws; presentation of an annual report at each annual meeting of the organization; appointing all sub-committees, temporary or permanent, from the Board of Directors or Advisory Committee general membership; to ensure all books, reports, records of all activities, and certificates are properly kept or filed; to keep records of all funds received at the address of the organization; to give funds received at the address of the organization to the Treasurer for deposit in the organization’s account; and to perform all other duties relative to the office. The President shall have such powers as may be reasonably construed as belonging to the Chief Executive of any organization. # It shall be the duty of the '''Vice-President to carry out specific assignments of the President; to attend meetings; and in the event of the President’s disability, the Vice-President shall assume the duties of the President. # It shall be the duty of the Recording Secretary to attend monthly and annual organization meetings and special Board meetings; to keep the minutes and records of the organization, except those of the Treasurer; shall prepare the agenda of monthly and annual organization meetings under the direction of the President; to perform all duties incident to the office and such other duties as assigned by the President. # It shall be the duty of the Treasurer '''to keep records of donations and expenditures; to make deposits in the name of the organization; to make disbursements of funds; and to provide a treasurer’s report at each monthly and annual meeting of the organization; to perform all duties incident to the office and such other duties as assigned by the President. '''SECTION 3 – Sub-Committees The President may designate and appoint Sub-Committees and designate to such committees specific and described tasks. Sub-Committee Chairpersons shall be chosen from the general membership. All Sub-Committees shall function within the guidelines and budgets established by the Board of Directors. The President or a Director designated by the President shall preside at all Sub-Committee meetings. All sub-committees shall be responsible to the Board and report progress at monthly meetings of the organization. SECTION 4 – Compensation No Officer or any member of a committee shall receive at any time any of the net earnings or profit from the operation of the organization. However, this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the organization. ARTICLE # 3 – POLICIES # Waivers shall be signed by all participants in outdoor recreational activities. Signed waivers shall be kept on file with the master records. # Leaders in outdoor activities shall submit documentation of qualifications for leader status. # The Committee shall offer hike leader training annually. # Every Director shall have the absolute right to inspect and copy all books, records and documents of every kind of the organization. # The By-Laws may be amended, altered, or repealed by the Advisory Committee by a 51% majority of a quorum of Directors and general membership present at any regular or special organization meeting. Notice of such proposed change shall be announced and read at the prior meeting. Written notification of the proposed amendments shall be sent via email to all Directors prior to the reading. # In the event of the dissolution of the organization, the assets shall be applied and distributed as follows: #* All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made thereof. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501©(3) of the Internal Revenue Code of 1996, as amended, of a similar or like nature to this organization as determined by the Board of Directors. # Resignation from the Board must be in writing and received by the Secretary. A Director shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of members present at any regular or special meeting. # The Board and members cannot be held personally liable for debts of the organization, or prosecuted for illegal organizational activities, unless they were caused by the illegal actions of one or more particular Directors. # Funds shall be allowed to be obtained from Fundraising events. Vote on fundraising events shall take place at any regular or special meeting. # Membership or participation in activities shall not be discriminated against because of sex, race, age or religion. # Board of Directors may make decisions for the organization that involve details of an activity discussed and agreed upon at a regular meeting. # Three names shall be on the bank account of the organization, Treasurer, President and one other Officer. Two signatures shall be required on checks. # Board of Directors shall prepare a yearly Budget to be presented at the annual meeting for approval by a majority of the general membership. Any expenses over $300 not contained in the approved budget shall be subject to approval by majority at an Advisory Committee meeting. # Each Director shall have one vote. At all meetings, all votes shall be via voice. However, upon request of any member, any vote shall be by roll call. # The Organization shall keep at its principal place of business a membership register giving the names, addresses, emails, and phone numbers and showing the organization or group they represent and/or their field of expertise. # No Director or general member shall vote or otherwise participate in the decision on any matter in which that individual has, or within the preceding twelve (12) months had, any personal interest pecuniary or otherwise. Organization’s EIN # 45-4088996. Organization’s Fictitious Name has been documented with the Commonwealth of Pennsylvania Corporation Bureau. The entity number is 4084984. ADDENDUM TO BY-LAWS DUNCANNON APPALACHIAN TRAIL COMMUNITY ADVISORY COMMITTEE EIN 45-4088996 INTERIM EXECUTIVE BOARD POLICY ADOPTED APRIL 3, 2012 At the March 26, 2012 DATC Advisory Committee meeting, it was determined that major decisions regarding Committee actions and the June 2nd designation event must be given proper notification and Executive Board approval. A major decision refers to: * Added events or any changes to the event schedule that will cause an additional major draw of people. Examples given include the planned attendance of a major elected official or Bruce Springsteen joining the musical line-up (note: this is just an exaggerated example). * Any publications/signage intended to be distributed via email, web or mailing or for public display (i.e. event brochure, press releases, sponsor recognition) * Anything that costs $100 or more that is not already included on the budget. At the March 26, 2012 Advisory Committee Meeting it was determined that an Interim Executive Board, until such time as there is an Advisory Committee vote on the permanent Leadership structure of this organization, shall consist of the Board members already in place and an additional 3 members to total nine (9) Executive Board members. They shall meet as needed to discuss topics that need not come before the entire DATC Advisory Committee. A quorum (members in attendance) of the Executive Board is 6. A 51% majority (4) is required to pass a vote on a decision. As determined at the March 26, 2012 DATC Advisory Committee Meeting, if there is a major decision or deadline that requires action within 24 hours and before the next Board or Advisory Committee Meeting an email shall be sent by the Coordinator stating the recommended action to the Board members. A 51% majority agreeing by email response is required for approval of recommendation. The final recommendation shall be sent in an email to all Board members. Cc: Executive Board by email.